48 Aberdeen New India Investment Trust PLC
Issue of Shares (Resolutions 10 and 11)
Ordinary resolution 10 in the Notice of AGM will, if passed,
renew the authority to allot unissued share capital up to an
aggregate of 10%, equivalent to approximately 4.3 million
Ordinary shares, of the Company’s existing issued share
capital, excluding treasury shares, as at 16 June 2026.
Such authority will expire on the date of the AGM in 2027
or on 30 September 2027, whichever is earlier, which
means that the authority will have to be renewed at the
next AGM or, earlier, if the authority has been exhausted.
When shares are to be allotted for cash, the Companies
Act 2006 (the “Act”) provides that existing shareholders
have pre-emption rights and that the new shares must be
offered first to such shareholders in proportion to their
existing holding of shares. However, shareholders can, by
Special resolution, authorise the Directors to allot shares
otherwise than by a pro rata issue to existing shareholders.
Special resolution 11 will, if passed, give the Directors
power to allot for cash equity securities up to 10%
(equivalent to approximately 4.3 million Ordinary shares),
of the Company’s existing issued share capital as at 16
June 2026, as if Section 561(1) of the Act did not apply.
This is the same nominal amount of share capital which
the Directors are seeking the authority to allot pursuant to
resolution 10. This authority will expire on the date of the
AGM in 2027 or on 30 September 2027, whichever is
earlier, which means that the authority will have to be
renewed at the next AGM or, earlier, if the authority has
been exhausted. This authority will not be used in
connection with a rights issue by the Company.
The Company is permitted to buy back and hold shares in
treasury and then sell them at a later date for cash, rather
than cancelling them. The Treasury Share Regulations
require such sale to be on a pre-emptive, pro rata, basis to
existing shareholders unless shareholders agree by
Special resolution to disapply such pre-emption rights.
Accordingly, in addition to giving the Directors power to
allot unissued Ordinary share capital on a non pre-
emptive basis, resolution 11, if passed, will give the
Directors authority to sell Ordinary shares from treasury
on a non pre-emptive basis. No dividends may be paid on
any shares held in treasury and no voting rights will attach
to such shares. The benefit of the ability to hold treasury
shares is that such shares may be resold.
This should give the Company greater flexibility in
managing its share capital and improve liquidity in its
shares. The Board would only expect to issue new
Ordinary shares or sell Ordinary shares from treasury at a
price per Ordinary share which represented a premium to
the NAV per share. It is also the intention of the Board that
sales from treasury would only take place when the Board
believes that to do so would assist in the provision of
liquidity to the market.
The Directors intend to use the authorities given by
resolutions 10 and 11 to allot shares, or sell shares from
treasury, and disapply pre-emption rights only in
circumstances where this will be clearly beneficial to
shareholders as a whole. The issue proceeds would be
available for investment in line with the Company’s
investment policy.
Amendment to Articles of Association
(Resolution 12)
Resolution 12, which will be proposed as a special
resolution, seeks shareholder approval of the adoption by
the Company of updated Articles of Association (the "New
Articles"). The New Articles are being proposed to reflect
developments in market practice, as well as aligning with
laws and regulations that are applicable to the Company.
Provided that resolution 12 is approved by shareholders at
the Annual General Meeting, the following principal
amendments will be made to the Company's Articles of
Association, via the adoption of the New Articles:
· removing certain provisions in the Articles of Association
which replicate or are inconsistent with the
requirements of the Company under the Companies
Act 2006;
· removing provisions in the Articles of Association relating
to bearer warrants, as such warrants are no longer
permitted to be issued as a matter of UK company law;
· replacing the existing provisions relating to the annual
retirement of directors by rotation, with provisions
requiring all directors to retire at each AGM of the
Company (and, if they wish to do so, to offer themselves
for re-election), in addition to inserting corresponding
provisions which seek to provide a contingency
mechanism, in a potential scenario whereby fewer
directors than the required minimum are successfully
re-elected at an AGM; and
· removing certain provisions relating to the appointment
and employment by the Company of executive
directors (such as a Chief Executive Officer or Managing
Director). This removal has been proposed on the basis
that such positions would not be relevant for a closed-
ended investment company.
Directors’ Report
Continued